South State Corp美股招股说明书(2025-06-11版)

$350,000,000 7.000% Fixed-to-Floating Rate Subordinated Notes due 2035 We are offering $350,000,000 aggregate principal amount of 7.000% fixed-to-floating rate subordinated notes due 2035 (the “Notes”) pursuantto this prospectus supplement and the accompanying prospectus. The Notes will be offered in minimum denominations of $1,000 and integralmultiples of $1,000 in excess thereof. The Notes will mature onJune 13, 2035 (the “Maturity Date”). From and including the date of original issuanceto, but excluding, June 13, 2030 or the date of earlier redemption (the “fixed rate period”), the Notes will bear interest at an initial rate of 7.000% perannum, payable semi-annually in arrears on June 13 and December 13 of each year, commencing on December 13, 2025. The last interest paymentdate for the fixed rate period will beJune 13, 2030. From and including June 13, 2030 to, but excluding, the Maturity Date or the date of earlierredemption (the “floating rate period”), the Notes will bear interest at a floating rate per annum equal to the base rate (as described herein), each asdefined and subject to the provisions described under “Description of the Notes — Interest” in this prospectus supplement, plus 319 basis points,payable quarterly in arrears on March 13, June 13, September 13 and December 13 of each year, commencing on September 13, 2030.Notwithstanding the foregoing, in the event that the base rate is less than zero, the base rate shall be deemed to be zero. We may, at our option, beginning with the interest payment date of June 13, 2030 and on any interest payment date thereafter, redeem the Notes,in whole or in part. The Notes will not otherwise be redeemable by us prior to maturity, unless certain events occur, as described under “Descriptionof the Notes — Redemption” in this prospectus supplement. The redemption price for any redemption is 100% of the principal amount of the Notes,plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any early redemption of the Notes will be subject to the receipt ofthe approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable laws orregulations, including capital regulations. The Notes will be unsecured subordinated obligations, will rank pari passu, or equally, with all of our future unsecured subordinated debt andwill be junior to all of our existing and future senior debt. The Notes will be structurally subordinated to all existing and future liabilities of oursubsidiaries and will be effectively subordinated to our existing and future secured indebtedness. There will be no sinking fund for the Notes. TheNotes will be obligations of SouthState Corporation (“SouthState”) only and will not be obligations of, and will not be guaranteed by, any ofSouthState’s subsidiaries. For a more detailed description of the Notes, see “Description of the Notes.” Prior to this offering, there has been no public market for the Notes. The Notes will not be listed on any securities exchange or included in anyautomated quotation system. The Notes are not deposits and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmentalagency. The Notes are ineligible as collateral for a loan or extension of credit from SouthState or any of its subsidiaries. None of the U.S.Securities and Exchange Commission (the “SEC”), the FDIC, the Federal Reserve, any other bank regulatory agency or any state securitiescommission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Investing in the Notes involves risks. See “Risk Factors” beginning on pageS-17 of this prospectus supplement and those risk factors inthe documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Per NoteTotalPublic offering price(1)100.000%$350,000,000Underwriting discount(2)1.000%$3,500,000Proceeds, before expenses, to us99.000%$346,500,000 The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company, againstpayment on or aboutJune 13, 2025. See “Underwriting” in this prospectus supplement for details. Joint Book-Running Managers Keefe, Bruyette& WoodsA Stifel Company Piper Sandler TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementiiWhere You Can Find More InformationiiiSpecial Note Concerning Forward-Looking StatementsivProspectus Supplement SummaryS-1The OfferingS-3Risk FactorsS-7Use of ProceedsS-16CapitalizationS-17Description of the NotesS-18Certain ERISA ConsiderationsS-37Material U.S. Federal Income Tax ConsiderationsS-39UnderwritingS-42Legal MattersS-46ExpertsS-46 Prospectus PageAbout This ProspectusiiWhere You Can Find More InformationiiiSpecial Note Concerning Forward-Looking Stateme